Agreement No. Relating to Opening, Maintenance and Closure of Correspondent Accounts. Moscow " " 20.

Transcription

1 Agreement No. Relating to Opening, Maintenance and Closure of Correspondent Accounts. Moscow " " 20. The International Bank for Economic Co-operation, hereinafter referred to as the IBEC, represented by Bely V.V., Board Chairman, and, Board Member, acting pursuant to the Charter, on the one part, and, hereinafter referred to as the Client, represented by, acting pursuant to the, on the other part, hereinafter collectively referred to as the Parties, made this Agreement as follows: 1. SUBJECT-MATTER 1.1. The IBEC shall open in favor of the Client (a) bank account(s) and provide settlement and cash services to the Client according to IBEC s regulations based on the customary international banking practice and with account to applicable laws of the Russian Federation the IBEC s 2. ACCOUNT OPENING PROCEDURE 2.1. To open (an) account(s), the Client shall produce to the IBEC its application(s) with specified account currency and documents set out in Annex 1 hereto Provided that the documents set out in Annex 1 hereto comply with the established requirements, the Bank will open on its books (a) account(s) in favor of the Client in respective currency(ies), hereinafter, jointly and severally, referred to as the Account, and deliver to the Client via any available communication channel or in hand against signature the following: advising letter of opened account with specific number of Client s Account; The General Terms and Fee Rates of Corporate Services to IBEC s Clients (hereinafter the IBEC s Fee Rates ) The Client may make operations on the Account upon receipt of the advising letter from the IBEC of opened Account. 3. ACCOUNT MAINTENANCE PROCEDURE 3.1. Funds on the Account may be used by the Client for settlements not contradicting laws of the Client s country of incorporation (registration) and IBEC s country of residence No limitation with respect to amount, which may be credited on the Client s Account, is established If any amount is credited to the Account by error, the IBEC may directly and indisputably debit such amount from the Client s Account Funds will be debited from the Account by Client s order based on duly drafted payment instructions made on hard copy or based on duly drafted payment instructions transmitted via SWIFT, or without Client s order in cases stipulated by the Agreement or applicable laws of the IBEC s country of residence, within the current balance available on the Account. The current balance is specified in the Client s Account statement. The Account holder is liable for accuracy of information specified in a payment document. Client s instructions transmitted by telefax (fax) will not be accepted. 1

2 3.5. If the IBEC receives a Client s payment instruction drafted improperly, the IBEC within the same business day will inform the Client and leave its payment instruction non-executed. The IBEC will not be liable for Client s loss resulted from Client s payment instructions drafted improperly and from any delays, errors, incorrect interpretation and other consequences resulted from inaccurate Client s actions and wordings The IBEC may until performance of an operation by Client s instruction require from the Client, where necessary, additional information and documents clarifying economic substance and confirming lawful nature of the respective operation Account statements and credit memos will be delivered to the Client via agreed communication channels not later than 11:00 a.m. of the business day following the operation on the Account. An Account statement shall be deemed confirmed (representing accurate cash flow on the Account), if the Client has not submitted any claims within 10 (Ten) business days following the date, when the statement was given Each year, during the term of this Agreement, the IBEC shall submit to the Client a notice of balance available on its Account as of the first of January, which shall be confirmed by the Client within 30 (Thirty) calendar days following the date, when the notice was given. If no such confirmation or discrepancy report is received by the IBEC within the said periods, balance on Client s Account shall be deemed confirmed. In case of any discrepancies, the Client shall send the discrepancy report to the IBEC with specification of amounts and posting dates, as reflected in the Client s corporate balance sheet records. The Parties will jointly perform the matching procedure based on such discrepancy report and primary documents relating to cash flow on the Client s Account The IBEC will charge a fee for servicing and performance of operations on the Account in the manner and at rates established in the IBEC s Fee Rates. The IBEC may unilaterally change the Fee Rates subject to notice to the Client via any available channel within 5 (Five) business days following their effective date Fees will be directly deducted by the IBEC from the Client s Account normally on the date of operation on the Account The procedure of performance of operations on the Client s Account: Payment instructions received from the Client before 12:00 a.m., Moscow Time, will be executed by the IBEC on the same business day. Payment instructions received after 12:00 a.m., Moscow Time, will be deemed accepted for execution on the same of following business day, as the IBEC will deem appropriate Funds to the Client s Account will be credited not later than the business day following the receipt of the statement under a respective IBEC s nostro account, provided that a credit memo and/or any other money payment documents confirming the receipt of funds are available. Money payment documents may be submitted by in hard copies of electronic payment documents of banks or clearing centers The IBEC may independently decide on correspondent banks to be involved in Client s cash transfer operations The IBEC may unilaterally change time of acceptance and execution of Client s instructions subject to notice to the latter not later than 7 (Seven) calendar days before the effective date of such changes The Parties agreed to perform credit operations, including overdraft operations, and deposit operations by execution of separate agreements or addenda The IBEC shall: 4. RESPONSIBILITIES OF PARTIES 2

3 Open the Client in favor of the Client and perform operations on the Account according to this Agreement, the IBEC s Fee Rates and with account to applicable laws of the IBEC s country of residence and international banking practice Keep information about operations made on the Client s Account as confidential. The IBEC may not disclose information about status of the Account and operations thereon without Client s consent, except as otherwise is stipulated by applicable laws of the IBEC s country of residence and/or Client s country of incorporation Close the Account by request of the Client according to the established procedure having prior transferred the Account balance to any other Client s account according to details specified by the latter The Client shall: Produce the documents to the IBEC, which are necessary for opening the Account and set out in Annex 1 hereto Maintain credit balance on the Account, as necessary for carrying on of its activity, with account to payment of fees to the IBEC according to the IBEC s Fee Rates Promptly provide the IBEC with information about reorganization or liquidation, introduction of amendments to constitutive documents, provide updated card (block) with specimen signatures of persons authorized to use the Account, where the list of the said persons is changed, or Client s seal is replaced, or actual address of the Client s executive body has changed In addition to fees stipulated by IBEC s Fee Rates, compensate the IBEC for its actual additional loss connected with execution of Client s instructions. 5. LIABILITY OF PARTIES 5.1. Each Party shall assume liability for proper performance of its obligations under this Agreement (except for cases resulted from force majeure), accuracy of information provided to the other Party, compliance of its actions with applicable laws of the country, under which jurisdiction it operates The IBEC shall be released from liability for performance of Client s instructions, which contain wrongful information, and for any possible technical corruption of messages resulting from transmission of payment instructions to the IBEC or from any other reasons beyond the IBEC s control. 6. FORCE MAJEURE 6.1. The Parties shall not be liable for a failure to perform or properly perform terms and conditions of this Agreement, if so prevented by force majeure, i.e. extraordinary and unavoidable circumstances under the given conditions, which occurrence is duly confirmed by a statement issued by a competent state body of a respective country A Party so prevented from performance of its obligations by the said reasons shall promptly give a written notice to the other Party of occurrence and termination of such force majeure. 7. DISPUTE SETTLEMENT 7.1. The Parties will take all measures necessary to settle through negotiations any possible disputes and controversies arising in course of performance or termination of this Agreement Where the Parties fail to settle a dispute through negotiations, such dispute shall be submitted to the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation - the IBEC s country of residence. 3

4 8. TERM AND TERMINATION 8.1. This Agreement shall become effective upon its signing by both parties and shall be valid for one year. The Agreement shall be tacitly prolonged for each further year, if neither Party not later than one month before the expiry of the said term gives a written notice of its intention to terminate this Agreement This Agreement may be terminated, and the Account may be closed, as follows: by mutual consent of the Parties; unilaterally for convenience of the Client subject to written notice to the IBEC not later than 15 (Fifteen) business days before the termination date of the Agreement (Account closing date). The Agreement shall be deemed terminated upon occurrence of the date specified by the Client in the notice, but not earlier than the date, when the Client has performed all its obligations under this Agreement or in connection herewith. Should the Client fail to meet the said period for giving a notice to the IBEC, this Agreement shall be deemed terminated upon expiry of 30 (Thirty) business days following the receipt of the Client s notice by the IBEC. The notice of termination of the Agreement (closing of the Account) shall confirm Account balance and details according to which the IBEC shall transfer the Client s cash balance unilaterally for convenience of the IBEC: - if amount of funds available on the Client s account is less than minimum amount required pursuant to the banking rules and if such amount is not recovered within one month from the date of warning given to the Client of the same; - if no operations on the account have been made within 3 (Three) months from the date of its opening; - otherwise, as may be stipulated by IBEC s regulations with account to applicable laws of the IBEC s country of residence. In this case, written notice of closed Account shall be given to the Client (its assignee) not later than 30 (Thirty) calendar days before the Account is closed If this Agreement is terminated early or not prolonged for a new period, Account balance shall be transferred to any other Client s account, as will be instructed by the latter Funds received in favor of the Client after termination of the Agreement and closure of the Client s Account will be returned by the IBEC to payer. 9. MISCELLANEOUS 9.1. This Agreement is made in two counterparts having equal legal effect, one counterpart for each Party No amendments to this Agreement may be made, unless by mutual consent of the IBEC and the Client Any amendments to this Agreement shall not be effective, unless executed in written and signed by authorized representatives of the IBEC and the Client. The IBEC: 10. ADDRESSES AND SIGNATURES OF PARTIES The International Bank for Economic Co-operation: Registered office: Mashy Poryvayevoy, 11, GSP-6, Moscow, INN/KPP: / SWIFT: IBEC RU MM Telex: MZBK RU 4

5 Fax: (501) Telephone: (495) , The Client: (name of client nonresident of the Russian Federation): Address: INN/KPP (or similar code): SWIFT: Fax: Telephone: For the IBEC: For the Client: Board Chairman /Bely V.V./ L.S. Board Member / / 5